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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the
transition period from ___ to ___
EMCORE
Corporation
(Exact
name of registrant as specified in its charter)
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New
Jersey
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22-2746503
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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10420
Research Road, SE, Albuquerque, New Mexico
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87123
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number,
including area code: (505)
332-5000
Former
address, if changed since last report: 145
Belmont Drive, Somerset,
NJ 08873
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class:
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Common
Stock, No Par Value
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Name
of each exchange on which registered:
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NASDAQ
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Securities
registered pursuant to Section 12(g) of the Act:
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None
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. ¨Yes xNo
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. ¨Yes xNo
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. ¨Yes xNo
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
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o
Large accelerated
filer
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x Accelerated
filer
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o
Non-accelerated filer
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).¨Yes xNo
The
aggregate market value of common stock held by non-affiliates of the registrant
as of March 30, 2007 (the last business day of the registrant's most recently
completed second fiscal quarter) was approximately $203.8 million, based on
the
closing sale price of $5.00 per share of common stock as reported on the NASDAQ
Global Market.
FORM
10-K
TABLE
OF CONTENTS
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PAGE
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3
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Part
I
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Item
1.
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10
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Item
1A.
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23
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Item
1B.
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38
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Item
2.
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39
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Item
3.
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39
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Item
4.
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42
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Part
II
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Item
5.
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43
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Item
6.
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43
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Item
7.
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49
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Item
7A.
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76
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Item
8.
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77
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77
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78
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80
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82
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129
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Item
9.
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130
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Item
9A.
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130
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Item
9B.
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134
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Part
III
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Item
10.
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134
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Item
11.
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136
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Item
12.
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144
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Item
13.
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145
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Item
14.
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146
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Part
IV
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Item
15.
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148
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150
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In
this
Annual Report on Form 10-K, EMCORE Corporation (the “Company”, “we”, or
“EMCORE”) restated its Consolidated Balance Sheet as of September 30, 2005, the
Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows for
the fiscal years ended September 30, 2005 and 2004, and the related notes
thereto as previously filed with the Securities and Exchange Commission (the
“SEC”). This Annual Report also reflects the restatement of the
related quarterly financial data for the fiscal years ended September 30, 2006
and 2005 and selected financial data as of and for the fiscal years ended
September 30, 2004, 2003, and 2002 as disclosed in Item 6 – Selected
Financial Data and Item 7 - Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Background
In
May
2006, EMCORE’s senior management voluntarily began an inquiry into the Company’s
historical stock option granting practices. The inquiry was not in
response to any governmental investigation, shareholder lawsuit, whistleblower
complaint, or inquiries from media organizations. Based on an initial
review, senior management approached the Board of Directors and requested that
it form a Special Committee to examine EMCORE’s historical stock option granting
practices. The Board of Directors, pursuant to senior management’s
recommendation, appointed a Special Committee of three independent EMCORE
directors to investigate the Company’s historical stock option granting
practices.
Based
on
this independent investigation, senior management, in consultation with the
Audit Committee of the Board of Directors, concluded that it was likely that
the
appropriate measurement dates for certain stock option grants, under the
appropriate accounting treatment for stock options, differed from the recorded
grant dates for such awards. Accordingly, on November 6, 2006, as
initially disclosed in a Current Report on Form 8-K, senior management and
the
Audit Committee determined that the Company’s financial statements included in
its annual and interim reports and any related reports of its independent
registered public accounting firm, earnings press releases, and similar
communications previously issued by the Company for the periods beginning with
fiscal year 2000 should no longer be relied upon.
This
Annual Report on Form 10-K for the year ended September 30, 2006, reflects
a
restatement for additional stock-based compensation expense, under the
appropriate accounting treatment for stock options for all periods
presented. We have not amended and we do not intend to amend any of
our other previously filed annual reports on Form 10-K or quarterly reports
on
Form 10-Q in connection with this matter.
Scope
of Stock Option Grant Review
The
Special Committee, together with independent counsel and outside accounting
experts, reviewed stock option grants from the time of EMCORE’s initial public
offering in March 1997 through September 30, 2006. The Special Committee’s
advisors also reviewed more than 250,000 e-mail messages, Board and Compensation
Committee minutes, and other documents, files, and data. Additionally, these
advisors interviewed present and former officers and employees of the Company
who were involved in the stock option granting process.
Special
Committee Findings
As
originally disclosed in a Current Report on Form 8-K dated November 15, 2006,
the Special Committee’s investigation and report included the following key
findings and conclusions:
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·
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The
investigation was initiated as a result of senior management’s
recommendation to the Board in a manner consistent with senior
management’s past conduct in instances where it has learned of issues
concerning accounting, legal, or regulatory
compliance.
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·
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The
Company, through its senior management, cooperated fully with the
investigation, providing all requested documents and making senior
management and the Company’s current and former employees available for
interviews, all in a conscientious and timely
fashion.
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·
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There
was no evidence that senior management in any way tampered with or
fabricated documents or took other actions consistent with intent
to
defraud.
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·
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Senior
management did not receive any option grants between October 3, 2001
and
May 18, 2004, a period that marked the absolute historic low point
of the
Company’s common stock market value. During this period,
EMCORE stock routinely traded at or below $2 per share and reached
a low
point of $1 per share. In addition, EMCORE implemented a stock option
exchange plan, accounted for under the provisions of FAS
Interpretation No. (“FIN”) 44, Accounting for Certain transactions
involving Stock Compensation, whereby the Company offered to exchange
all options with a strike price greater than $4. Senior management
voluntarily elected not to participate in the repricing and retained
their
underwater options, while the options belonging to those participating
in
the exchange plan were repriced to
$1.82.
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·
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Senior
management exercised only a small portion of the stock options granted
since the Company’s Initial Public
Offering.
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·
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Prior
to the completion of the Special Committee’s review, Mr. Richards, Chief
Executive Officer, Mr. Werthan, former Chief Financial Officer, and
Mr.
Brodie, former Chief Legal Officer, informed the Company that they
did not
wish to retain any benefits from erroneously priced stock
options. The Chief Executive Officer and the former Chief Legal
Officer voluntarily tendered payments of $166,625 and $97,000,
respectively, representing the entire benefit received from the misdated
stock options exercised and sold by them. The former Chief
Financial Officer had not exercised or sold any of the misdated stock
options. The former Chief Financial Officer and the former
Chief Legal Officer further voluntarily surrendered all rights to
any
unexercised grants that had been identified as
misdated.
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·
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The
investigation found no evidence that the Board generally did not
properly
exercise oversight duties with respect to the Company’s stock option
plans.
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·
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The
Special Committee stated that it was unable to conclude that the
Company
or anyone involved in the stock option granting process at the Company
engaged in willful misconduct. Rather, the granting process was often
characterized by carelessness and inattention to applicable accounting
and
disclosure rules, and the Company failed to maintain adequate controls
concerning the issuance of stock
options.
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·
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The
Special Committee found that there were occasions when administrative
changes were made to the grant lists after the grant date and exercise
price were set.
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·
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Senior
management did not seek to profit from the issuance of the stock
option
grants at the expense of the Company or its
shareholders.
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·
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The
Special Committee found, with respect to retention grants awarded
in 2000
and 2004, that even after lists had been announced as “final” and a grant
date set, later adjustments to the lists sometimes included changes
both
in the number of options granted to individuals and in the aggregate
number of options granted. No changes to the retention
grant lists benefited any member of senior
management.
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·
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The
Special Committee further concluded that, as a result of, among other
things, such inadequate controls and practices, there were certain
instances where the exercise prices of certain stock option grants,
principally related to new hire grants, appear to have been selected
with
the benefit of hindsight -- i.e., selected to reflect the stock
price at a date, prior to the actual date of grant, when the Company’s
stock price was lower.
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The
Special Committee ultimately concluded that no member of EMCORE’s management
involved in the granting of, or accounting for, the Company’s stock option
awards willfully misdated options with the intent to circumvent the Company’s
accounting policies, controls and disclosure requirements. Moreover, the Special
Committee found that prior to May 2006 no member of the Company’s management
involved in the granting of, or accounting for, stock options had sufficient
knowledge of Accounting Principles Board Opinion No. 25, “Accounting for
Stock Issued to Employees” (“APB 25”) at the time to understand the accounting
consequences arising out of the Company’s stock option granting
practices.
The
Special Committee also recommended that the Company adopt certain policies,
procedures and practices to govern the Company’s option granting practices in
the future. On November 13, 2006, the Company revised its stock
option granting policy to implement the recommendations of the Special Committee
and imposed a higher degree of control over the Company’s option granting
process.
Stock
Option Plans
EMCORE
maintains two
incentive stock option plans: the 1995 Incentive and Non-Statutory Stock Option
Plan (the “1995 Plan”) and the 2000 Stock Option Plan (the “2000 Plan” and
together with the 1995 Plan, the “Option Plans”). Most of the
Company’s stock options vest and become exercisable over four to five years and
have ten-year terms. Certain stock options under the Option Plans are
intended to qualify as incentive stock options pursuant to Section 422A of
the
Internal Revenue Code. Both the 1995 Plan and the 2000 Plan
provided that no incentive stock option may be issued at less than 100% of
fair
market value at the time that the option is granted. The 2000 Plan
also stated that the Compensation Committee of the Board or the Board itself
was
empowered to delegate all or any part of its responsibilities and powers to
any
person or persons selected by it, including, among other powers:
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·
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selecting
to whom options shall be granted;
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·
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determining
the number of shares of stock; and,
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·
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setting
the stock option exercise price.
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Prior
to
October 1, 2005, the Company accounted for share-based compensation expense
for
options granted under the Option Plans using the recognition and measurement
provisions of APB 25. APB 25 defined the measurement date as the
first date on which both the number of shares an individual employee was
entitled to receive and the option or purchase price, if any, were
known. On October 1, 2005, the Company adopted Statement of Financial
Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment (revised
2004) which requires all share-based payments to employees to be recognized
in the Statement of Operations based on their fair values.
Delegation
of Authority
Since
1997, the authority to issue stock option grants to non-executive new hires
has
resided with senior management. The Board of Directors formally gave
this authority to them in that year. For all other stock option
grants to non-executives, such as retention and
promotion grants, the authority to make grants varied as follows:
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·
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For
stock option grants issued under the 1995 Plan, which was in effect
from
1997 through 1999, approval was required by either the Board of
Directors
or the Compensation Committee in order to establish a measurement
date
under APB 25.
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·
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For
stock option grants issued from the date of adoption of the 2000
Plan on
November 8, 1999 through September 30, 2005, the Board had implicitly
delegated the authority to the Chief Executive Officer to determine
the
recipients and terms of awards and grant
them.
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·
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For
stock option grants issued on or after October 1, 2005, the Board
formally
delegated the authority to the Chief Executive Officer to determine
the
recipients and terms of awards and grant
them.
|
All
grants were subsequently ratified by the Board as approved by the Chief
Executive Officer.
Summary
of Restatement Adjustments
The
Company, with consideration given to the results of the Special Committee’s
independent investigation, reviewed approximately 5,640 individual grants,
representing more than 19 million stock options, from the period when the
Company became public in March 1997 through September 30,
2006. The principal component of the restatement was a revision
to measurement dates of certain stock option grants. Based upon their
review, the Company found, among other things, the following:
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o
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The
cumulative effect of misdated options totaled approximately $24.5
million.
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o
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A
majority of the restatement related to periods prior to fiscal year
2004. The restatement impact on the Statement of Operations in
fiscal years 2006 and 2005 totaled approximately $0.7 million and
$0.4
million, respectively.
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|
o
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Two
misdated retention grants, dated prior to fiscal year 2003, represented
approximately $20.2 million, or 82% of the total stock option
restatement. These stock option grants were issued during a
period with high stock price
volatility.
|
Consistent
with the direction provided to the public by the Office of the Chief Accountant
of the SEC in a letter dated September 19, 2006 (the “OCA Letter”), the Company
reviewed all available relevant information, including historical approval
patterns where evidence was available, and formed what the Company believes
is a
reasonable conclusion as to the most likely option granting actions that
occurred and the dates which such actions occurred in determining the
appropriate accounting.
There
was
no stock-based compensation expense for options as previously reported under
APB 25 for fiscal years 1997 through 2005. The following table
presents the effects of the revision of measurement dates on stock-based
compensation expense for options included in the determination of net income
(loss), for fiscal year 1997 through the third quarter of fiscal year 2006,
in
accordance with the provisions of APB 25 and SFAS 123(R).
|
(in
thousands)
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|
Year
|
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Net
Additional Stock-Based Compensation Expense
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Fiscal
1997
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$ |
58
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|
Fiscal
1998
|
|
|
2
|
|
|
Fiscal
1999
|
|
|
568
|
|
|
Fiscal
2000
|
|
|
11,012
|
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|
Fiscal
2001
|
|
|
611
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Fiscal
2002
|
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|
5,638
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Fiscal
2003
|
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|
5,013
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Total
Fiscal 1997-2003
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22,902
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Total
Fiscal 2004
|
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|
528
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|
|
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First
Quarter 2005
|
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|
136
|
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Second
Quarter 2005
|
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|
44
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Third
Quarter 2005
|
|
|
45
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Fourth
Quarter 2005
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153
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Total
Fiscal 2005
|
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|
378
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|
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|
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First
Quarter 2006
|
|
|
332
|
|
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Second
Quarter 2006
|
|
|
73
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Third
Quarter 2006
|
|
|
294
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Fourth
Quarter 2006
|
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|
-
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Total
Fiscal 2006
|
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|
699
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|
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Total
Impact
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|
$ |
24,507
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Review
of Option Grants
The
Company’s stock option grants were organized into categories based on grant
type. The Company analyzed the evidence related to each category of grants
including, but not limited to, electronic and physical documents. Based on
the
relevant facts and circumstances, the Company applied the applicable accounting
standards to determine, for every grant within each category, the most
appropriate measurement date. The principal grant categories were as
follows:
EMCORE
has a practice of granting stock options to employees for the purpose of
retaining and motivating key employees. Generally, the process for retention
grants involved the Board of Directors approving a pool of options to be
distributed to key employees. The Board of Directors then delegated to senior
management the authority to determine the terms and recipients and issue
the
awards under the Option Plans to non-executive
employees. Senior management, after receiving information from
the Board as to the pool of awards available, would then, in conjunction
with
others in the Company, compile the grant distribution list, select the exercise
price and issue the awards. The option grants were priced reflecting the
closing
price of EMCORE common stock on the previously stated grant date, which may
not
have been the date the terms were finalized. If executive management were
to
receive a grant as part of the overall retention grant, the Board of Directors
or the Compensation Committee would approve the amount and allocation to
these
individuals in advance and would provide that such grants were to be priced
at
the same time the stock options for the key employees were
completed. The Board of Directors adopted stock option distribution
guidelines in 2005 to be followed by senior management in their allocation
process to non-executive employees. The purpose of these guidelines was to
govern the distribution of stock option grants to employees at different
grade
levels to ensure consistency and reduce disparities across
divisions.
In
the
course of its review, management reviewed all retention grants issued by
the
Company, which represented approximately nine million stock options. Measurement
dates were selected based upon evidence of the most appropriate date that
a
final listing of employees and grant terms, including exercise price, had
been
determined and approved by management with the appropriate level of authority.
In those instances where the market price of the Company’s stock on the most
appropriate measurement date was higher than the option exercise price, the
Company recognized stock-based compensation expense. The Company recorded
no
financial statement benefit for option grants issued above the fair market
value
on the revised measurement dates, as such benefit would not be permitted
under
generally accepted accounting principles. We noted instances, where subsequent
to the revised measurement date being established, the number of options
granted
to certain employees changed. In these instances, we treated such revisions
as a
modification and applied variable plan accounting to those awards subsequent
to
modification under the provisions of APB 25 and related interpretations.
No
changes were made to grants to senior management subsequent to the revised
measurement date. The total adjustment related to retention grants totaled
approximately $22.0 million, or approximately 90% of the total
adjustment.
EMCORE
has a practice of granting stock options to eligible new employees on their
start date. The Board of Directors had delegated to senior management the
authority to make new hire grants under the Option Plans to non-executive
employees. The number of stock options awarded was generally based on stock
option distribution guidelines approved by the Board of Directors. The number
of
stock options granted were included in the employee's offer letter and the
grant
date and exercise price were determined on the employee's first day of
employment and the closing price of the Company's common stock on that
day.
Management
reviewed
each new hire grant that the Company made since EMCORE became a public
company. During this review, management determined that, absent evidence
that senior management or the Board of Directors granted options after an
employee’s hire date or the terms were not finalized as of the hire date, the
hire date was determined to be the most appropriate measurement date for
new
hire grants. In instances where the market price of the Company’ stock on the
most appropriate measurement date was higher than the option exercise price,
the
Company recognized stock-based compensation expense. The Company recorded
no
financial statement benefit for option grants issued above the fair market
value
on the revised measurement dates, as such benefit would not be permitted
under
generally accepted accounting principles. All new hire grants with incorrect
measurement dates were granted prior to October 1, 2005. The total adjustment
related to new hire grants totaled approximately $1.9 million, or approximately
8% of the total adjustment.
Management
reviewed other stock option grants, which included promotion, non-qualified,
and
acquisition related option grants, as well as, stock awards granted as part
of
the Company’s Employee Stock Purchase Plan. Measurement dates were selected
based upon evidence that a final listing of employees and grant terms, including
exercise price, had been determined and approved by management with the
appropriate level of authority. Evidence of a most appropriate measurement
date
was based upon Company e-mails or other correspondence that provided evidence
that the terms of the awards had been finalized and approved. In those instances
where the market price of the Company’s stock on the most appropriate
measurement date was higher than the option exercise price, the Company
recognized stock-based compensation expense. The Company recorded no financial
statement benefit for option grants issued above the fair market value on
the
revised measurement dates, as such benefit would not be permitted under
generally accepted accounting principles. The total adjustment related to
other
equity awards totaled approximately $0.6 million, or approximately
2%.
Sensitivity
Analysis
Based
on
the available facts and circumstances surrounding our stock option granting
practices, we adopted a methodology for determining the most likely measurement
dates. We believe the application of this methodology, based on all relevant
information available, indicated the most likely date when the number of
options
granted to each employee was approved and the exercise price and the numbers
of
shares were known with finality. However, we acknowledge that measurement
date
conclusions are dependent on the facts and circumstances of each stock option
grant and that some grants involved the application of significant judgment.
Because certain measurement dates could not be determined with certainty
and
involved subjectivity, we performed a sensitivity analysis to determine the
impact of using alternative measurement dates for certain grants.
In
our
sensitivity analysis, we looked at a range of possible alternative measurement
dates. This range, depending on the facts and circumstances of the specific
grant, began with either (i) the original grant date, or (ii) the date on
which
grant lists were completed and presented for approval; and ended with either
(i)
the date on which a completed list was presented to the Equity Edge
administrator or was communicated to the recipients, or (ii) the date it
was
entered into Equity Edge, our stock option administration software. Within
this
range of dates, we computed compensation expense for each grant using the
low,
average, and high stock market prices of the Company’s common stock during the
period and compared the resulting amount to the compensation recorded using
the
most likely date. The use of the low stock market price would have resulted
in a
$2.6 million decrease in stock-based compensation expense. The use of the
average and high stock market prices would have resulted in an increase of
$6.6
million and $14.5 million, respectively, in stock-based compensation
expense.
We
believe our methodology, based on the best evidence available, results in
the
most likely measurement date for our stock option grants.
Tax
Impact
The
Company reviewed the implications of Section 162(m) of the Internal Revenue
Code
which prohibits tax deductions for non-performance based compensation paid
to
the chief executive officer and the four highest compensated officers in excess
of one million dollars in a taxable year and concluded that no adjustments
to
our previously filed financials statements are required.
Remediation
Activities
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Non-administrative
grant responsibilities other than with respect to new-hire options
are to
be set by the Compensation
Committee.
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All
new-hire options be issued the later of an employee’s first day of
employment, or where applicable, the date the Compensation Committee
approved the terms of the new-hire grant and have an exercise price
of not
less than 100% of the fair market value of the Company’s stock on that
date. The Board will conduct a review of all new-hire grants to
ensure compliance with the Company’s policies and
procedures.
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The
grant date for all options awarded to employees other than new-hire
options is the date on which the Compensation Committee meets and
approves
the grants.
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The
exercise price of options other than new hire-options should be set
at the
closing price of the common stock of the Company on the date on which
the
Compensation Committee approves the
grants.
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The
Company should, with respect to annual retention grants to employees,
maintain the practice of awarding retention grants to senior management
on
the same date and with the same exercise price as retention grants
awarded
to non-senior management employees.
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No
additions or modifications to option grants should be permitted after
the
Compensation Committee has approved the option
grants.
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All
grants are to be communicated to employees as soon as reasonably
practicable after the grant date.
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Under
the
terms of option agreements issued under the 2000 Plan, terminated employees
who
have vested and exercisable stock options have 90 days after the date of
termination to exercise the options. In November 2006, the Company announced
suspension of reliance on previously issued financial statements which in turn
caused the Form S-8 registration statements for shares of common stock issuable
under the option plans not to be available. Therefore, terminated employees
were
precluded from exercising their options during the remaining contractual
term. This November 2006 modification did not have any accounting
impact as there was no incremental compensation in accordance with SFAS
123(R).
To
address this issue with affected former employees under the 2000 Plan, EMCORE’s
Board of Directors agreed in April 2007 to approve an option grant
“modification” for these individuals by extending the normal 90-day exercise
period after termination date to a date after which EMCORE becomes compliant
with its SEC filings and the registration of the option shares is once again
effective. The Company is preparing a plan of communication with its
terminated employees relating to the tolling arrangement which is expected
to be
finalized as soon as reasonably practicable. We will account for the
April 2007 modification of stock options as additional compensation expense
in
accordance with SFAS 123(R).
Additional
Information
See
Item 1A – Risk Factors, for a discussion of certain risk factors related to
our historical stock option grant review.
See
Item
7 - Management’s Discussion and Analysis of Financial Condition and Results of
Operations, for a discussion of our critical accounting policy regarding
stock-based compensation.
See
Item
8 – Financial Statements and Supplementary Data, specifically Note 20,
Restatement of Consolidated Financial Statements, of the Notes to Consolidated
Financial Statements, for the financial impact of the revised measurement dates
on stock-based compensation expense, on a year-by-year basis.
See
Item 9A – Controls and Procedures, which describes management’s conclusion,
in light of the findings of the Special Committee and the restatement reflected
in this Annual Report on Form 10-K, that the Company had two material weaknesses
in internal control over financial reporting related to (i) stock option plan
administration and accounting for and disclosure of stock option grants as
of
September 30, 2006 and (ii) the process for the identification and
implementation of the proper accounting for certain
transactions. Such material weaknesses resulted in material errors
and the restatement of previously issued financial statements. As a
result, management has concluded that the Company’s internal control over
financial reporting and its disclosure controls and procedures were not
effective as of September 30, 2006.
PART
I
Company
Overview
EMCORE
is
a leading provider of compound semiconductor-based components and subsystems
for
the broadband, fiber optic, satellite and terrestrial solar power
markets. We have two operating segments: Fiber Optics and
Photovoltaics. EMCORE's Fiber Optics segment offers optical
components, subsystems and systems that enable the transmission of video, voice
and data over high-capacity fiber optic cables for high-speed data and
telecommunications, cable television (CATV) and fiber-to-the-premises (FTTP)
networks. EMCORE's Photovoltaics segment provides solar products for
satellite and terrestrial applications. For satellite applications, EMCORE
offers high-efficiency compound semiconductor-based gallium arsenide (GaAs)
solar cells, covered interconnect cells (CICs) and fully integrated solar
panels. For terrestrial applications, EMCORE offers its
high-efficiency GaAs solar cells for use in solar power concentrator
systems. For specific information about our company, our products or
the markets we serve, please visit our website at
http://www.emcore.com. We were established in 1984 as a New Jersey
corporation.
EMCORE
is
subject to the information requirements of the Securities Exchange Act of 1934.
We file periodic reports, current reports, proxy statements and other
information with the SEC. The SEC maintains a website
(http://www.sec.gov) that contains all of our information that has been filed
electronically. Certain SEC filings are available on our website, free of
charge, as soon as reasonably practicable after such material is electronically
filed with, or furnished to, the SEC. The information on EMCORE’s
website is not incorporated by reference into and is not made a part of this
Annual Report on Form 10-K or a part of any other report or filing with the
SEC.
As
discussed in the Explanatory Note, this Annual Report on Form 10-K includes
restatements of the following previously filed financial statements, data and
related disclosures:
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Consolidated
Statements of Operations, Shareholders’ Equity and Cash Flows for the
fiscal years ended September 30, 2005 and
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